You're the Only One Who Knows Exactly What I Mean
by yuffiehighwind
Summary: Five times Steve Smith never hooked up with Pony Merks. China, IL fic. Steve/Pony.
1. UCI Can't Get No Satisfaction

**Story Summary:** Five times Steve Smith never hooked up with Pony Merks.

**Story Notes:** This is a China, IL fanfic. "China, IL" is a cartoon on Adult Swim created by Brad Neely, which is about four friends at the University of China, Illinois - known as "The Worst College in America." Steve and Frank Smith are siblings who are both history professors at UCI. Pony Merks is Steve's teaching assistant, and Mark "Baby" Cakes is a former/current student/guy who just kinda hangs around campus, who is also the son of the professor of "super science," Leonard Cakes. Weird stuff happens to them every week, and they meet a bizarre cast of characters ranging from savage hippies to giant babies to robot duplicates, dream "reamers," homosexual ghosts, Ronald Reagan, Kevin Costner, wild hogs, and God himself (who likes to surf). This fic will not be that interesting. The fic's title is a lyric from the song You're the Only One by Maria Mena.

**Chapter Summary: **When the Mayor takes over UCI and bans premarital sex, Pony offers to marry Steve. She hadn't expected him to take her offer seriously, but here they are. Alternate ending to S1E2 "Dean vs Mayor." Sexually Explicit after Chapter Three. See the bottom of this page for more notes.

* * *

><p><strong>Chapter One: <strong>

**UCI Can't Get No Satisfaction**

At the foot of the alter in UCI's small chapel, Pony Merks stood resplendent - (Steve said she looked "pretty good" when he saw her) - in a flowing white wedding gown. The train kept getting caught on things on the way to the chapel, so much of the lace was now in shreds. Nonetheless, she looked beautiful. Steve had changed into a black tux, complete with bow tie. The couple was flanked on either side by Baby Cakes and Frank, who still wore his holy security guard uniform. B.C. wore a suit three sizes too small for him that he'd borrowed from his father.

"I can't believe I'm actually doing this," Pony muttered.

The person officiating the ceremony was, mercifully, not the Mayor himself, although he did love a good wedding. The role was instead filled by UCI's chaplain, a liberal protestant who, upon the Dean's eviction, had to become a conservative evangelical overnight. He usually had couples write their own vows and pick their own music, but today's service was dictated by the stringent confines of tradition. They would go by the usual script.

After a lengthy round of prayers praising the Lord Jesus Christ, the chaplain finally began the saying of the vows.

"Do you, Éponine Merks-"

"Your name's _Éponine?_" Steve blurted, laughing. "Isn't that French?"

"Shut up. My Dad really liked Les Misérables."

"Do you, Éponine, take Steven Smith to be your lawfully wedded husband, to have and to hold, from this day forward, for better, for worse, for richer, for poorer, in sickness and in health, to love and to cherish, till death do you part, according to God's holy ordinance?"

Pony sighed wearily. "I do."

"Do you, Steven Smith-"

"Yeah, yeah, all of that stuff."

"By the power vested in me by the state of Illinois, I now pronounce you-"

"Wait!" Frank said.

Everything came screeching to a halt.

"What about the rings? It's not official without your wedding bands! How else is God supposed to know you got hitched?"

"Isn't God omnipotent, Frank?" Steve said.

"Yeah," Pony added, "he's watching us right now and seeing it's totally legal and binding and everything. You've got the paperwork, right, Father?"

"Pastor. And yes."

"Hang on a second," Steve said. He leaned forward and whispered to Pony, "You mean we gotta get married for _real?"_

"It's real in the eyes of _God_, Steve!" Frank said.

"I've got you guys covered," said Baby Cakes, pulling out two plastic rings from his jacket pocket. One had Spiderman's face and the other resembled Skeletor.

"Thanks B.C," Pony said. She showed them to Steve. "We can always get different ones later. Maybe one with a few more diamonds?"

"This wedding has gotten totally derailed. Pony, do you marry me?"

She shrugged.

"Hold out your hand. Do you want the Spiderman one, or-?"

"I'll take Skeletor."

"I now pronounce you husband and wife," said the chaplain. "You may kiss the bride."

Steve said, "_Finally_," and embraced Pony. After some initial awkwardness, they relaxed into the kiss, which became more and more inappropriate for church as it went on.

"Okay, that's enough!" Frank barked, pushing the two apart with his baton.

Baby Cakes pulled both of them into his arms and lifted them off the ground. "Congratulations!" he said, and squeezed, making them both wince in pain.

"Thanks, Baby Cakes."

"Can you put us down, now?"

* * *

><p>"They really aren't going to let us go back to your apartment?" Pony swiped her ID card to enter the dorm. "Aren't you still paying rent?"<p>

"Yeah," Steve said, "so this is tyrannical bullshit. Which floor are you on?"

"Four," Pony said. "Can you hold up my dress?" Steve did so and they entered the elevator.

It was a quick ride and an even swifter walk. Pony unlocked the door and began to enter when Steve picked her up, making her squeal in surprise. He dumped Pony on the narrow bed, then shut the door.

Steve chuckled. "I still can't believe you're my wife," he said, climbing on top of her.

"Second wife," Pony said. Steve frowned and Pony explained, "You told me all about her one night when you were shitfaced. Also the FBI had a photo of her. You guys looked cute, even with Reagan in the shot."

Steve sighed and sat up. "All this talk about my ex is killing my erection."

"I'm sorry for bringing it up," Pony said. She tugged on his sleeve so he would look at her. "Hey. Why'd you marry me, anyway? Was it just to get laid?"

Steve leaned down and whispered, "Pretty much," and kissed her. He only brushed her lips with his own before switching his attention to her neck. Pony gasped; he'd found the spot beneath her ear that turned her on, making her moan. Steve sat up to shirk off his jacket; Pony removed his bowtie but let Steve keep his glasses on. Kneeling between her legs, Steve pushed up her dress. Having trouble rolling down her stockings, he complained, "Why are you wearing so many _layers?_"

Pony chuckled, unbuckling his trousers. "Why are you?"

They managed to undress just enough to satisfy desires that had been building up over the last few weeks. They could have held out for months or even years without a partner if the Mayor hadn't also banned masturbation.

"Shit, shit, shit," Pony said halfway through, ceasing the rhythmic thrust of her hips and tapping Steve on the shoulder so he would stop.

"What? What is it?"

"I forgot the condoms! And the pharmacy refused to refill my prescription for birth control last month!"

"Well, where are they?" Steve hoped they were near the bed.

"Check under the mattress."

Steve did, and found a string of them.

_"Pony_."

"Don't give me that look. You're no saint yourself."

Afterwards, they lay in Pony's bed half-dressed, catching their breath and wondering whether it had been worth it.

"That was terrible."

"That was pretty bad."

Steve and Pony looked at each other, then at their wedding bands.

"Let's try again."

"Yeah, let's," Steve said. "And this time I'll go down on you."

Pony blinked. "You like that?"

Steve shrugged. "Why wouldn't I?"

Pony kissed him. Then she grasped his shoulders and pushed him southward.

"There's no time like the present," she said, laughing.

Steve made a displeased sound. "I didn't mean right _now._"

"Less talking, more licking."

"_Fuckin'_ Mayor..."

* * *

><p><em><strong>Additional Chapter Notes:<strong>_

_Steve's ex-wife is only seen once, in S1E1, "Rewind, Pause, Pay!" in which the FBI shows the gang photographs of former President Ronald Reagan traveling back in time to meddle in Steve's life. Steve's ex-wife is in two of the photos: The first is Steve carrying her across the threshold after their wedding, and the second is of her leaving him._

_The chapter's title is a play on the song (I Can't Get No) Satisfaction by the Rolling Stones._


	2. Like They Do On the Discovery Channel

**Chapter Summary: **When the Dean promotes Steve and Pony to being tenured professors, they're inducted into a shadowy faculty group whose favorite monthly activity would make a furry's head spin. Alternate ending to S1E5, "Secret Society." Frank's line about Pony being Steve's girlfriend is taken from the episode. The chapter's title is a lyric from the song The Bad Touch by The Bloodhound Gang.

* * *

><p><strong>Chapter Two:<strong>

**Do It Like They Do On the Discovery Channel**

"Ugh, my head." Steve groaned. He felt the sun beating on his closed eyes, and opening one lid nearly blinded him. It was morning, and Steve lay in a clearing in the middle of the woods with no idea how he got there.

Steve was completely naked, using his brown jacket as a blanket. He rolled over and found a naked girl lying beside him.

_Yes! _Steve congratulated himself. She was facing away from him, so he sat up to see her face. He couldn't have possibly prepared for what he saw.

It was Pony.

The girl had also draped herself in discarded clothing, namely her blue blazer. This still left most of her body exposed, so Steve covered the rest of her up with his jacket. The motion made her stir.

Steve quickly searched for the rest of their clothes and found them in a nearby bush. He managed to pull on his boxers before she opened her eyes.

"Steve?" Pony sat up and looked around. "Where are we?"

"I don't know," he answered truthfully. "Last thing I remember is the Dean serving us this weird green drink and the rest is a blur."

Pony looked confused, but after a moment of thought, she said, "Of course! The Secret Society meeting was last night. We must have gotten loaded on...whatever that stuff was and..." Blushing, the girl pulled the makeshift blanket more tightly around herself.

"Hey, there's no proof we did anything but cuddle," Steve said.

Pony made a sweeping gesture with her hand to emphasize their nakedness, and gave him a look that said _Are you kidding me?_

"Okay, so we had sex in the woods. Big deal. We won't let it get in the way of our...professional relationship."

Pony rolled her eyes. "We stopped acting professional months ago. Face it, you're my friend, even though you're an asshole."

"Yeah, well, you're a bitch. Let's get dressed and find my car."

Steve handed Pony her skirt and blouse. "Turn around," she said. Steve complied, but couldn't resist sneaking a peek over his shoulder while they dressed. Pony was a bit chubby but not unattractive. She was still very cute - half his age, in fact - and despite the fact she was _Pony_, Steve knew he would totally hit that. He _had_ totally hit that.

Walking over to him on unsteady legs, Pony said, "I feel really strange." She stumbled and Steve reached out to hold her up. "It's almost like adjusting to dry land after being on a boat for a long time. That sounds pretty crazy, huh?"

"I kinda get what you mean." It felt awkward standing on two feet as well.

A squirrel scurried past them, and Steve's eyes snapped to it. He was suddenly very, very hungry.

* * *

><p>"Wow-ee!"<p>

Back at the Dean's cabin, Sammy zipped towards them in her wheelchair, looking satisfied and almost...mischievous.

"What a night!" she said. "Now you know what it's _really_ like to be tenured."

Other faculty milled around outside the cabin, talking and laughing, sharing bottles of water and starting up their cars. Both Leonard and Dr. Falgot winked at them as they passed, and Steve saw it made Pony very uncomfortable. She gave them polite waves and briskly walked to Steve's car. What the hell had happened? Some kind of orgy?

The Dean wasn't around, so Steve asked Leonard.

"How do you not remember? You majestically soared through the sky half the night, making us all _immensely_ jealous! Even the other birds were envious." Leonard called over his shoulder, "Weren't you, Kyle?" He turned back to Steve, "He totally was, and he's been rubbing it in our faces for years. We don't really get to _pick_ the forms we take. They're sort of...manifestations of our personalities."

"Wow, okay, I didn't understand a single goddamn word you just said. Are you telling me I was a _bird_ last night? Literally?"

The others around Steve nodded, giving each other looks like _What an idiot._

"Did you hit the sauce afterwards?" Dr. Falgot asked. "'Cuz everyone knows eagles can't handle their liquor."

"I didn't drink any damn-Okay, that elixir you guys gave us last night? If it turned me into an _eagle_, surely it could give me short term memory loss. Even tequila does that, and its properties are significantly less powerful."

"I dunno," Falgot said. "Nothing's quite like tequila. Not even Elixir."

"This isn't your run-of-the-mill booze, Steve," Leonard said. "You'll remember in a few hours, and will be counting the days until next month's meeting."

"Come on, Steve," Pony hollered from the car. "Let's go!"

Steve said his goodbyes and got in the car. As they were pulling away, he said, "We turned into animals last night."

Pony snorted. "Yeah, and it _won't_ be happening again."

"You don't understand. We _literally_ turned into animals last night. Leonard just told me I was an _eagle_. An _eagle_, Pony! And I'm fairly certain you were a horse."

"Excuse me?"

"Your name's 'Pony.'"

"That doesn't mean I can turn into one. Ugh, drop me off at my house."

Outside Pony's house, Steve said, "When you remember, will you text me?"

"You're coming off as kind of clingy, and I'm a professor now, not some doe-eyed TA."

Steve laughed. "You never were, even before you got promoted." Watching Pony enter the house, carrying her jacket in one hand and heels in the other, Steve sighed. He didn't like having Pony mad at him. Even the implication of sex with her raised complicated feelings.

* * *

><p>Later that day, a furious Frank pressed them for information about the previous night.<p>

"We were at the movies," Steve said. Engrossed in her book, Pony said nothing.

Frank was furious. "First she robs me of my tenure, and now she's your fucking _girlfriend_?"

"No, see, it was a tenure orientation film."

"It really wasn't for me," Pony added, with no further comment.

As the morning went on, both of them remembered more and more about the "meeting." Steve recalled soaring through the sky above a shameless animal orgy, hunting rodents and smaller birds. He even screwed a coworker that was transformed into a pig. He couldn't remember who he or she actually was.

Pony, however, had fled from the scene immediately, rebuffing the advances of an amorous llama and every other member of faculty. It was nearly dawn when Steve finally found her. The Elixir had begun to wear off, and he tried to look away while Pony morphed back into her human form. It was not as grotesque as when she became a horse, however. Her transformation back was strangely beautiful.

Once they were human again, a freaked out Pony wrapped her arms around him. "I hate you," she whispered. "No you don't," Steve said, and kissed her. The Elixir still made his head swim, and perhaps taking advantage of a confused, scared, and now two-legged Pony was unethical, but Steve wasn't in his right mind. Alcohol, drugs, and magic potions were all enemies of common sense.

Today Steve was tempted to sneak into the Dean's cabin and steal the Elixir for himself. He wanted to fly again - to feel the exhilaration of soaring over China watching the tiny people go about their day. He wanted to shove it in Frank's face, or _maybe _even share it with him, once his brother stopped being a whiney prick. Pony wouldn't approve, however. She would stop him somehow, and she would be right to.

Instead Steve waited for the next Secret Society meeting to come and begged Pony to come along. He wanted her there not just to prove her wrong - that she would enjoy herself too - but so they could enjoy it together.

He finally made it a drinking contest, the only language either of them really understood. Pony lost, which meant she had to come to the meeting. She transformed away from the others at the edge of the woods, and Steve flew over to perch on her back. She kicked the air and failed to dislodge him.

"Steve!" she said. "Get off me! Go hump your pig friend or eat a mouse or something."

"I'm not gonna hit on you," Steve said. "I just want you to understand how I feel. How we all feel." Pony stopped trying to buck Steve off her back and listened. "We can do things now that we couldn't as humans. I can fly and it's fuckin' _awesome!_ You, Pony? You can run! _Way_ faster than any of these other assholes. So let's take these bodies out for a spin. What do you say?"

It was difficult to read Pony's expression as a horse, but she seemed to no longer be glaring at him.

"Alright," she said. "One ride, then we come right back."

Pony started walking, then quickened to a trot. Steve spread his wings and took off. He kept up with her by soaring higher as she sped into a canter, then a gallop. He caught the wind and glided ahead of her, saying, "What do you think, kid?"

"You were right, Steve! This _is _fun!"

The Dean had sworn the pair to secrecy, commanding them to keep a low profile, but no one would believe a horse had galloped across the campus shouting "Woohoo!" anyway.

* * *

><p>"I feel amazing," Pony said back at the cabin. "<em>Tired<em> but..." She laughed. "Full of endorphins. I just had the workout of my life. I feel...exhilarated. Thank you, Steve."

"Anytime, Pony."

"I have a request."

"What's that?" he asked, landing on her back.

"Can we do this again, next time? Every time I come to one of these crazy 'meetings?'"

"Sure thing. And when you don't?"

"Then you have my permission to hump any hogs you want."

"I am _never_ going to live that down, am I?"

"Nope."

"You think I should get her number?"

"I'm pretty sure that's Professor MacDonald from over in Mathematics."

"MacDonald? That name doesn't ring a bell."

_"He_ teaches Calculus."

Steve made a distressed noise. Pony turned her head to look at him and if horses could smirk, she would.

"Whatever happens at the cabin," he said, "_stays_ at the cabin."


	3. All Pressed Up in Black and White

**Chapter Summary:** When the Dean has the Old Schoolhouse refurbished for the annual Faculty Prom, Steve and Pony are the only ones who can't find dates. While the others discover a menacing force lurks within the Schoolhouse, they leave the dance early and discover some things about each other. Alternate ending to S1E6, "Prom Face/Off."

**Chapter Notes:** Half the dialogue said before Steve and Pony make their bet is taken from the episode, and the bet itself is copied verbatim. Leonard, Baby Cakes, and Pony's final lines are also from the episode. Borderline Sexually Explicit. See the bottom of the page for more notes.

* * *

><p><strong>Chapter Three:<strong>

**All Pressed Up in Black and White**

It was October, the entirely wrong season for prom, but any excuse to dance, drink, and get laid was alright in Steve's book.

Partly because they admired the Dean, partly because they feared him, and mostly because they hated actually teaching, Steve, Frank, Pony, and Baby Cakes ended up on the prom planning committee. Their job was to decorate the refurbished Schoolhouse's ballroom, and Frank spent much of this time boasting he had snagged (in truth, blackmailed) the hottest professor on campus as his date.

Steve was striking out left and right with every woman he asked, and Pony couldn't find a date either. With less than three hours to spare, the pair stood in the conference room making last minute phone calls and crossing off their lists of prospective dates. The idea of going together never crossed their minds until Frank made a comment.

"Wouldn't it be funny if you two just went together?"

When Pony scoffed at the idea, something strange happened. Steve was offended. And not just jokey offended, but truly _hurt_.

"What?" he asked.

"I mean, come on," Pony said, "you're just not-"

"Not what?" he said bitterly. "Not your usual little nerd boyfriend so hard up he makes you feel pretty?"

Pony's eyes lit up with anger. "You are such a mean, old asshole!"

_Shit_.

Steve backtracked, saying, "Pony, you misunderstood me."

"No, we're doing this," she said, "you bald, sad loser." Steve left the room but Pony followed him. "What, that doesn't make you feel pretty?" she asked sarcastically.

Steve headed for the exit, hoping Pony would take the hint and go to the prom separately.

"Why do you have to be such a bitch?" he asked. Pony laughed, the sound still laced with outrage. "I get it, alright? You can stop insulting me now."

"You should count yourself lucky I'm still going to this dance at all. I'll see you later, Steve." With that, Pony turned and walked the other way.

* * *

><p>At the prom, the Dean belittled Steve for having no date and crossed him off the candidates list for Prom King and Queen.<p>

"Disqualified!"

"I know. You don't have to rub it in."

Steve noticed Pony enter shortly thereafter and get the same treatment from the Dean. (He didn't seem to care she was still a student, and she was on the list.)

"No date, huh?"

Pony acted cool and nonchalant.

"Nope."

"Disqualified!"

Steve mingled with the crowd and listened to the band, but ultimately ended up drinking alone at a table in the corner. Pony sat down across from him. There was no avoiding this girl.

Steve and Pony's conversation was still laced with bitterness from earlier, but they kept each other company seeing who could drink the most beers in the shortest amount of time. It was fine - they did this together all the time - but watching the dancing, kissing couples bummed Steve out.

"I can't believe I don't have a date. I've gotta steal someone's wife, or show my penis—"

Pony stood up. Waving her beer, she exclaimed, "You couldn't steal anyone's wife!" She gestured to the dance floor. "Now I? I could take _any _of these mofos from _any_ bitch in here!"

Now things had gotten more interesting.

"Then the first person who gets a stolen date tonight gets—"

"Respect," Pony said. "Real deal respect."

It wouldn't be Steve's first choice, but it did make better stakes than anything else he could think of. Yeah, he could agree to that. They clinked their bottles and the game was on.

* * *

><p>Steve spent about as much time sabotaging Pony's attempts to score as he did trying to pull his own date. It was fun, too. More fun than he'd had in some time, even though her own digs at him pissed him off. It was only fair, though. Pony wasn't the only one playing dirty.<p>

After a few more beers, cleverness gave way to desperation. By now, Steve had narrowly avoided getting slapped or having drinks thrown in his face more than once. He and Pony had hit on so many prom guests, they finally found themselves targeting the same couple.

"Did it hurt? When you fell from heaven?" Steve had cornered a woman by the stage, right next to one of the speakers. She stared at him blankly, not even dignifying it with a response. "I've got _two_ PHds, ya know," Steve said. He winked. "In _sex."_

"You have such a _great _butt," came a female voice to Steve's left. It was Pony. "I mean tux. I meant to say tux."

Steve was tempted to turn around and point out another of Pony's shortcomings to the latest poor asshole she'd thrown herself at, when his own mark had gone and done it for him.

"Can I _help_ you?" the woman said irritably.

Pony pointed her beer bottle at the woman. Some of its contents spilled on the floor.

"You wanna take it outside, lady? 'Cuz I saw him first."

"I'm her _husband_," the man said. "And who's _this_ guy?" He pointed at Steve.

"Steve," Pony said. "What a coincidence."

"I was thinking the same thing," Steve said. "Have you really run out of so many options that you're trying to break up the same couple I am?"

"You got dibs on couples now?" The couple in question looked disgusted and walked away. "Dammit, Steve, look what you did!"

"What _I _did? Look at you, you're hammered!"

"Oh, like you're not. I can smell your breath from here."

Proving his point, Pony drained the rest of her beer. She held it up over her eye trying to see if any drops were left, which Steve couldn't help but find endearing. This spilled beer on her dress. It wasn't a lot, but was enough to leave a stain.

"This sucks," she said, tossing the bottle over her shoulder. A smash and a pained yelp came from somewhere behind her.

"Yeah, I'm just gonna call it a night," Steve said.

Pony chuckled. "You don't want to see who they crown King and Queen?"

"Ugh, no," Steve said. "Besides, it looks like my brother's a front runner."

Frank and Donna twirled around the dance floor eliciting "oohs" and "aahs" from the other quests. (Was Frank's back _bleeding?_) Steve shoved his hands in his pockets and headed for the exit.

"Wait for me," Pony said.

Not wanting to be seen by Frank or the Dean, Steve ducked out a side door. Pony followed him to his car.

"Um, you really shouldn't be driving in your condition," she said.

"And what condition might that be?"

"You're drunk," she said, hiccuping. "Really, really drunk. I'll drive." Pony fished around in her purse for her keys.

"You are _way_ more drunk than I am," Steve said. Pony swayed from side to side a bit, unbalanced in her high heels.

"Looks like we're walking home, then," she said.

"It's pretty far. I'll call us a taxi."

Steve took out his cell phone and dialed. He noticed Pony had wrapped her arms around herself, shivering.

"Here," he said. "Take my jacket." Steve placed the jacket over her shoulders.

"Thanks."

"Hello, MyCab?" Steve said into the phone. "Yeah, I'd like a taxi. The Old Schoolhouse at UCI. Yeah, right across from the faculty parking lot. _No,_ it's not haunted. Thirty minutes? Thanks." Steve hung up. "There. Happy now?"

"Thirty minutes? Really?"

"It's a Friday night, Pony."

"In _China_." Pony pulled the jacket more tightly around herself. "Who the hell has a prom in October?"

"Because it's Homecoming? I dunno, the Dean just makes shit up."

"Oh, I forgot about Homecoming. I didn't go to the game or anything."

"Me neither. Hey, do you wanna wait in the car?"

Pony shrugged. "Fine, but I'm still mad at you."

The pair got into Steve's car, which was nicer and roomier than Pony's Cavalier.

"A Volkswagen Jetta," she said. "Not bad."

"Yeah, she's pretty good, but what I'd _really_ like is a Miata."

"She?"

"Ships are referred to as 'she,' and my car's like my ship, but on land."

Pony laughed. "You're drunk."

"So you keep saying."

Pony gave him a sloppy grin. "I dunno if it's the booze or what, but I'm less mad at you now."

Steve's own bitterness had faded too, and he wasn't sure if it was the beer or the moonlight, but Pony looked beautiful. She didn't need anybody to "make her feel pretty," she just was. That validation was something _Steve_ needed. All his bravado, all the lies he was smarter than he actually was, using sleazy charm to distract from his balding head, the glasses he didn't wear to look smart but really couldn't see without...All of this masked deep-set insecurity. Pony was the first woman in years who could tolerate the real him. (Had_ any_ woman?)

It would ruin their friendship if he leaned over and kissed her. Steve did it anyway.

Pony's lips were soft but tasted like King Drunk. Sure it was gross, but it was familiar. King Drunk was their favorite beer, and they drank it every day. Steve couldn't teach unless he was slightly buzzed, so he kept a supply in the minifridge under his desk. That probably meant he was an alcoholic, but his best friend was an enabler and drank at least two before class along with him. (Hang on a second, since when was she his "best friend?")

Pony leaned over the shifter to get closer to him and Steve wished his car didn't have bucket seats. Suddenly, she broke the kiss. "This is a bad idea," she said, hurting his feelings for the second time that day.

"Yeah," Steve said, wondering what the hell he'd been thinking. "You're right."

After an awkward pause, Pony said, "Fuck it!" and kissed him again, licking his lips so he would open his mouth. They touched tongues and soon were full-on frenching. Steve's jacket slipped off her shoulders, and Pony's breasts were dangerously close to falling out of her strapless dress. Steve pulled away briefly so he could reach the lever that reclined his seat. He lay back and Pony took this as her cue to climb on top of him.

They just kissed for a while, hands above the waist, until Pony began gyrating her hips and _oh God_ did that make him hard! And it wasn't just the woman in his lap that excited him, either. Weirdly enough, Steve was turned on by the callback to high school - fooling around in the backseat of his dad's Mustang afraid of getting caught, afraid it was wrong, nervous about losing his virginity in a parking lot to a girl he barely knew, but thrilled by all those "dangers" just the same.

It was different now, not just because it was twenty years later, but because he _did_ know this girl. She was someone he'd worked with every day for the past two months, and she'd sat in the front of his classroom for two years, raising her hand and challenging him whenever he fucked up. He hadn't viewed her sexually back then because she was patronizing (even if she sometimes _was_ the smartest person in the room), plain (always wearing those green t-shirts and jeans), and heavier than his usual type. It actually made her the perfect TA; one he'd never fuck. No sex meant no drama and no lawsuits. Now they were breaking that rule - at a prom, no less, like a couple of damn teenagers - and that? _That _was exciting.

Steve untied Pony's up-do, letting her long, black hair cascade down her back and shoulders. She always looked good with her hair down, especially now with her blood-red lips parted, chest heaving, and her large, round breasts spilling out of her dress.

"_God,_ Pony, I want you so bad!" As soon as it was out of his mouth, Steve could hear how stupid he sounded. It became apparent, however, Pony wanted him as well, because now she was unbuckling his belt, unzipping his slacks, and..._ohh..._

Pony struggled to take off her panties and decided to push them aside instead, or at least that's what seemed to be happening under her dress. Pony positioned Steve herself, and when she sank down...

"Your pussy feels so fucking _good._" This statement got a delighted laugh, but Pony's giggles soon gave way to moans.

Because Steve wasn't in much of a position to do so, Pony did all the work. Their movement was restricted by the small space; Pony had to be careful not to hit her head on the ceiling or bump the steering wheel with her buttocks. She accidentally sounded the horn a couple times.

"Oh shit, do you think they heard that?"

"Over the music?" Steve said. "No way."

Listening closely, they could hear loud noises coming from the Schoolhouse. Nobody was paying any attention to the cars outside.

Steve ran his hands all over Pony's body while she rode him, exploring every bare patch of brown skin. He massaged her breasts and took one exposed nipple into his mouth, making her gasp. He did the same to her other breast and Pony's thrusts became more erratic. Steve squeezed her buttocks, then gripped her hips with both hands so he could guide their movement.

"Just like that," he murmured, once she'd found a steady rhythm. "A little faster."

Breathing heavily, Pony sped up.

"Not too fast," he said, and Pony replied earnestly, "Yes, Professor Smith." She bit her lip, channeling every naive freshman he'd ever bedded, and her expression made him laugh.

"Pony, don't...Don't do that. I can't take this seriously if you do."

"Aw, no roleplay?" Pony said. "Though technically, I _am_ your student, and you're officially my employer, so-"

Steve frowned, disliking the implications. "Yeah, but this isn't-you're not-"

_You're my friend._

Pony smiled. "I'm just messing with you, dude." She kissed him and said, "Now lie back and relax." With an evil little smirk, Pony gripped his wrists and pinned Steve's hands over his head. Clearly, the girl didn't need a teacher. She deserved her own classroom.

Steve closed his eyes. _"Pony_..."

Pony leaned down by his ear and said, in a throaty whisper, "Just let go."

Steve groaned. He was so close...

Suddenly, there was a loud knock on the window. Steve opened his eyes. It was Baby Cakes. Startled, Pony covered her breasts with her hands. Steve was grateful her dress hid everything else.

Steve rolled down the window. "Hey there, Baby Cakes," he said, trying to slow his breathing. He looked past B.C.'s shoulder and saw four emergency vehicles pulling up to the Schoolhouse. What he saw next killed his boner completely. "Holy shit, Pony, look!"

"What the hell happened?" she asked, staring wide eyed at the injured people fleeing the Schoolhouse.

"Well," Baby Cakes explained, "it all started when Dad experimented on these hippies back in the '70s..."

"She meant what happened tonight," said Steve.

"Oh. Well, all these hippies been livin' in the Old Schoolhouse for years. Dad's girlfriend escaped that big fire way back, but he put her back in after and she had a bunch o' kids-"

"_Tonight,_ B.C," Pony said, getting frustrated. "What happened-That guy has no face!"

"What the fuck?" Steve exclaimed, as another bloody prom guest stumbled past them, staunching their wounds with napkins.

Baby Cakes finally got to the point. "The hippies attacked everybody at the prom tryin' to defend their habitat. Alotta people died, but most of 'em just got their faces eaten. I guess me and the hippies are related, too. It's a real shame. I thought me and Mattie were gonna bump-bump."

"Who the hell is Mattie?"

"Did you just say 'related?'"

Steve and Pony quickly got dressed and walked over to the Schoolhouse so they could witness the massacre's aftermath firsthand. Leonard protected the feral hippies - who were apparently his children - from the cops, while the EMTs removed people from the building and performed triage, taking away the seriously wounded in ambulances. Pony and Steve looked for people they knew and found a mutilated, pissed off Sammy, a blood spattered Dr. Falgot, a stern Crystal, and an anxious Frank. Leonard and his feral mistress had been crowned King and Queen of the prom for some utterly insane reason, no doubt the Dean's idea.

Anybody Steve and Pony were actually friends with still had their faces. Except for Donna; her face was currently in Frank's pocket.

"Where were you guys?" Frank asked.

"Um, we were..."

"...out here smoking..."

"...pot, yeah. We were smoking some pot, so..."

"We kinda missed the massacre."

"But we're really glad you're okay."

Frank squinted at them, appraising their appearance - Pony's messy hair was a dead giveaway - and said, "You two were fucking in Steve's car, weren't you?"

"Goddammit, Frank..."

Frank held up his hands. "Far be it from me to judge." He chuckled. "But it's still funny you ended up each other's dates. After all that denial and arguing, well, it was inevitable."

Pony rolled her eyes, but now Steve didn't mind. Just then, their taxi drove up. The driver rolled down his window, looking bewildered by the chaos.

"Somebody call a cab?"

Steve raised his hand. "Over here. Pony, get in. Frank, we'll see you tomorrow."

Once they settled, the driver asked, "Where to?" Steve looked at Pony for a decision.

"Your place," she said. After a pause, Pony asked, "Where _do_ you live?"

Steve slung an arm around Pony's shoulders and gave the driver his address. Outside, the hippies piled into a car of their own.

"Dad, I really was in love," Steve heard Baby Cakes say, "and it hurts to know it was wrong."

"Love is always a little wrong," Leonard replied. He smiled. "That's what makes it so exciting."

As their taxi pulled away, Pony looked out the rear window.

"Should those dog people be driving?" she asked.

The hippies backed into the Schoolhouse at maximum speed, and both car and building burst into flames.

"Probably not."

* * *

><p><em><strong>Additional Chapter Notes: <strong>_

_I set this chapter during fall semester of Pony's junior year based on a timeline I wrote, and October in particular because school Homecoming usually takes place in October, so having a dance wouldn't be unusual._

_Assuming Season 1 spans one school year - and since Season 2 takes place during Pony's senior year in canon - one may conclude Pony is a junior in Season 1. Frank's date Donna is missing her face in S1E7, Chinese New Year, setting Prom Face/Off before December. People are wearing short sleeves in the episode, so it's probably *not* October, but it's a cartoon in which feral hippies eat people's faces and professors can turn into birds, so..._

_If it is true that Season 1 is set during Pony's junior year, my headcanon is this: Pony took history courses both freshman and sophomore year, ending up in Steve's classes. When Steve's latest TA quit because of drama, Frank hired Pony, who needed a job for work-study. It was perfect because Steve had no desire to sleep with her and they could concentrate on work (and on avoiding work as frequently as possible)._

_Prom Face/Off could also take place spring semester during prom season. Donna's missing face during Chinese New Year is a funny bit of continuity, though. (For the record, S1E5, Secret Society, takes place during spring semester in my headcanon, even though it aired earlier than Prom Face/Off.)_

_"King Drunk" is a brand of beer the characters can be seen drinking in every episode._

_The chapter's title is a lyric from the song Suit & Tie by Justin Timberlake._


	4. This is Not a Dining Room Conversation

**Chapter Summary: **When the staff doesn't want to prep students for their final exam, Leonard makes robot duplicates for everyone. Steve's duplicate refuses to teach and slacks off instead. When he encounters Pony studying in the office, he does something Steve never would have considered, and what if Pony doesn't turn him down? Alternate office scene from S1E7, "Chinese New Year." Sexually Explicit. See the bottom of the page for more notes.

* * *

><p><strong>Chapter Four:<strong>

**This is Not a Dining Room Conversation**

It was shaping up to be another crummy Christmas at UCI, not that Pony had wanted to spend it with her mother anyway. Pony hadn't been home for longer than a week since freshman year, not even during summer breaks. UCI may have been the "Worst College in America," a fact Pony didn't find out until she arrived, but at least it wasn't Detroit. It wasn't like she'd had a crappy childhood - her family loved her and showed it - but her prospects in Detroit were a dead-end. College was the perfect escape; Pony just wasn't sure what she'd do afterwards.

This Christmas, Pony's academic career had once again been jeopardized by the Dean's stupidity. It wasn't the first time and it wouldn't be the last, but giving every student failing grades on a whim, thus allowing the Mayor to shut down UCI for good, had to have been the biggest fuck-up of them all.

Pony had worked _hard_, dammit, or at least hard enough to get B's. (She coasted through her history courses and made the requisite amount of effort to pass Lit.) Pony would graduate with either an English or History degree, if she graduated at all. Giant mutant babies, feral cannibalistic hippies, beings who dug through your dreams and exposed your secrets, and a Dean with a dangerously explosive temper? Yeah, Pony would be lucky to get out of this place _alive_.

The Mayor had given the Dean an ultimatum: improve the students' GPA by New Year's Eve or the school was history. A final exam would be administered, designed to cover every subject. The students had no idea which subject the exam would test them on, so they had one week to learn _everything_. Before, Pony was resigned to receiving a failing grade because she could make it up during spring semester, but now passing was paramount. There were no do-overs for this exam, and if too many students failed, UCI was toast.

Understandably, the teachers weren't into the idea, despite the fact their jobs were on the line. They put _incredible_ effort into avoiding teaching - all the time and effort put into building and programming their robot doubles could have been spent in the classroom - but this didn't surprise Pony, especially after befriending one of them. Steve Smith was the laziest teacher she'd ever met, and she had been in the Detroit public school system.

At this point, both the real professors and their doubles had abandoned their students, so it was up to the students to teach themselves. The library filled up with people, every computer terminal taken, so Pony took her textbooks and her broken laptop into the Smiths' office to be alone. She plunked down at Frank's desk and got to work. Some time later, Steve walked in.

"Hey, Pony."

"Hi, Steve," she said, her attention still fixed on her laptop. It was held together with clear packing tape and band-aids, the entire upper left of her screen gone. "How are the robot duplicates working out?" she asked.

"Great," Steve said. "It really frees up my time. Want a drink?"

Pony laughed mirthlessly. "Of course I do, but if you haven't already noticed, I've got a lot of work to do. All I want is peace and quiet." The screen flickered, and Pony sighed exasperatedly. "Not again," she muttered.

"You wanna use mine?"

"All my notes are on this laptop." Pony opened one of her books - a novel called "Skunt" - and flipped through the pages looking for chapter eleven. She thought she'd bookmarked it...

Pony heard the rattle of ice in a glass; Steve was having scotch on the rocks again. She looked up. Something wasn't quite right.

Steve lounged at his desk looking perfectly at home, but the way he carried himself seemed...off. His movements were stilted, and he hadn't taken a single sip of whisky yet. It was like he was just holding the drink because it looked good.

Peering more closely, Pony could spot the seams at the edges of his face. It wasn't Steve at all; it was his double.

"You're not Steve," Pony said. "You're his robot."

"So?" RoboSteve said. "I can hang out in his office if I like. After all, I'm supposed to be teaching his classes." He scoffed, "As if that would ever happen."

"Wow," Pony said flatly. "The birth of AI and you're useless."

"I prefer to think of myself as a pleasure-seeker," said RoboSteve. "Why are you studying, anyway?"

Pony rolled her eyes. "I'm _trying _to pass the test. Don't you know that's why you were created? To help us?"

"So you're just gonna stay cooped up in here working all day? When you could be out playing in the snow," RoboSteve said, gesturing out the window, "or having a drink?" He shook his glass.

"That's the plan."

"Humans," he snorted. "I'm just gonna sit back, exercise my free will, and bask in the miracle that is the technological singularity."

Some time passed, RoboSteve silently websurfing on Steve's computer while Pony read her notes. She hardly noticed him stand and walk over to her side of the room.

"Ya know, Steve doesn't appreciate you enough. You bust your ass working for this department _and_ you're a full time student? There's like six books here, too. Let me guess, Flaherty assigned these."

"I've also got Bio, Calc, Linguistics, and Engineering to brush up on, no thanks to _you_."

Pony glowered at him.

"How is this _my_ fault?"

"The Dean convinced _every_ teacher at this school to fail us, and you thought it was hilarious. Now I have to learn whatever's on this new test and it could be anything."

"Ok, that's a valid complaint, but I'm not Steve. I've just got his rockin' body."

Pony snorted. "Right." She looked up from her computer, and was shocked to see RoboSteve had removed his jacket and was unbuttoning his shirt.

"Um, that's not necessary. I already have some idea what-"

"Like what you see?" he asked, and gave her a wink.

Pony averted her gaze. "No, not at _all_. Button your shirt."

RoboSteve didn't, but he did stop before taking off his belt.

"You gotta lighten up, kid," he said. "Here." RoboSteve took a bottle of beer from the mini-fridge and set it next to Pony's coffee cup.

"Thanks but no thanks."

"Alright, then how about a massage? Your shoulders must be hurting from being hunched over that desk all day."

Pony prepared to snap at him to stop being an ass, then actually considered it. She'd never had a massage before, at least not a real one. Ex-boyfriends had offered, but they half-assed it, merely using it as an excuse to take her shirt off.

"What's in it for you?" Pony asked suspiciously.

"Nothing," RoboSteve said. "Just helping a friend relax."

Pony could tell whenever Steve was lying, and RoboSteve was no different.

"I'm not going to have sex with you."

"Fine by me," RoboSteve said. "Just a back massage, no sex. What do you say?"

Pony paused, thinking it over.

"Okay, sure," she said, still not totally convinced it was a good idea.

"Great!" he said. "You wanna sit right there, or...?" RoboSteve gestured to the couch.

"I'll stay right where I am, thank you."

RoboSteve positioned himself behind Pony, who continued to read her notes, and placed his hands on her shoulders. They didn't feel quite like a human's - his grip was too firm and his skin too rubbery - but when he started kneading her muscles it didn't much matter.

It hurt at first, Pony's muscles so tense they were hard as rock, but RoboSteve told her to relax and breathe and the pain dissipated. It started to feel really good in fact, and Pony was uncertain how RoboSteve was so skilled at this. Surely they hadn't specially programmed him. It must have been something the real Steve already knew.

Head lolling, Pony closed her eyes. Lost in thought - mostly about poststructuralism and existential phenomenology - she missed a question RoboSteve had asked her.

"Mm-hmm," she said, and was startled out of her thoughts by a strange sensation. "Where'd you get a vibrator?" she asked.

"My hands came equipped with this function. Don't ask me why."

RoboSteve slowly ran his vibrating hands down Pony's back and up again. He repeated the motion.

"Mmm, stay right there," Pony said, when he reached the bottom of her spine. "My lower back's been killing me."

"You could try exercise," RoboSteve said, "and before you get all defensive, I want you to know I like the way you look. You just need to stretch your muscles more often."

Pony blushed. "You like how I look?"

"Yeah, I mean, you're cute. Anybody can see that. And I like a girl with curves."

RoboSteve ran his vibrating hands up Pony's sides and along the edge of her breasts. She knew she should yell at him to stop and avoid that area completely, but it felt too good. Pony let out a soft, involuntary moan.

Turning off vibration, RoboSteve kneaded the sides of Pony's breasts with his fingers before cupping them, risking a textbook to the jaw. Pony didn't know if it would even damage him, but that didn't matter. He brushed her nipples with his thumbs and said, "You know what would help you relax even more?"

Pony chuckled. "I can take a guess." RoboSteve turned vibration back on, sliding his hands down Pony's torso and stopping at her waist.

"I can _'release' _all that tension for you," he said in her ear. "If you get my meaning."

Pony could hear the quotation marks.

"And what would you get out of it?" she asked.

RoboSteve spun Pony's chair around. He looked so smug she could punch him.

"The satisfaction of pleasing you."

Pony laughed. "The real Steve would _never_ say that! Some duplicate you are."

RoboSteve rolled his eyes. "You want me to do it or not?"

Pony looked out the window into the hall. There was no one there.

"Okay, but only for a minute. And stay out of sight."

RoboSteve removed his glasses, then knelt on the floor in front of Pony while she unzipped and pulled down her jeans. She was grateful the real Steve couldn't see her like this. What would he say? Would he be disgusted, or would he tease her relentlessly and never let her live it down? Did it really matter?

When RoboSteve ducked his head between her thighs, Pony stopped him, saying, "Whoah, hang on. Do you even have saliva? Is your tongue like a, well, real tongue?"

"Not exactly," he said, flashing Pony a mischievous grin. His answer made Pony nervous.

Pony was good at sex; she had it often. But college boys didn't like going down on her. They thought it was "gross," even when she did everything right. Grooming, shaving, _waxing_. No, the truth was they were just too lazy, expecting blow jobs with no reciprocation. Only one of Pony's boyfriends had ever enjoyed doing it, and he wasn't very good. She wondered if the real Steve was or if he even bothered. Pony knew Frank liked doing it and had a lot of experience. The thought thoroughly grossed her out.

Pony took a breath, leaned back in her chair, and closed her eyes. RoboSteve rubbed her clit with his fingers for a while before pressing his lips to her flesh. His skin felt almost like the real thing, but not quite. His tongue was slick but not warm, and Pony felt more embarrassed than aroused.

"That's enough," she said, and RoboSteve stopped.

"But you haven't come yet."

"This is gonna sound insulting, but your mouth feels weird and I'm not really into it."

"Let me try again," he said. "There's something I can do I think you'll like."

Pony said, "Okay, but-"

"Trust me."

RoboSteve parted her thighs and dove back in. Pony shut her eyes again and waited for something to happen. She was about to call it quits when she felt a fluttering against her clit. Pony sucked in a breath.

_RoboSteve's tongue could vibrate. _

"Oh, shit," Pony said, when the vibration picked up speed. "Ohh, fuck..."

Pony reached down and clutched RoboSteve's shoulders. She had used sex toys before, but none of them felt like a human tongue. The licking and sucking sensation combined with the vibration overwhelmed her, turning Pony into an incomprehensible mess. The only real words she could say were "Oh" and "God" over and over, and wasn't that so cliché?

Just as Pony was about to come, the vibration's intensity decreased, then slowed, and returned to a gentle hum. Pony groaned in frustration.

"God _damn_ it, Steve, don't stop!" RoboSteve pulled away to laugh at her reaction. "You're such an asshole!" she said, swatting his arm.

"It's about the journey, Pony, not the destination," he said, and _that _sounded like something the real Steve would say.

"Get over here," Pony growled, grabbing the back of RoboSteve's head and mashing his face into her crotch.

RoboSteve kicked back into gear, slowly building her orgasm over again, switching between slower and faster speeds to tease a moaning, cursing Pony to madness. Finally she felt it - she was getting close - and RoboSteve ceased his teasing.

"Don't stop," she begged, "don't stop!"

Unable to speak, RoboSteve made no indication he'd heard her, but Pony knew he had. They exchanged a glance - RoboSteve looking up at her from between her thighs - before both robot and woman shut their eyes to focus on Pony's impending orgasm.

"Almost there. I'm...I'm gonna come..." When she did climax, Pony's whole body shook, her knuckles turning white from squeezing RoboSteve's shoulders. To her deep embarrassment - even through the haze of pleasure - she let out a high-pitched moan and cried Steve's name.

RoboSteve turned off vibration. Giving one last kiss to Pony's sensitive clit, he withdrew and looked up at her. He grinned. She had collapsed in her chair, looking and feeling thoroughly satisfied.

Pony pulled up her jeans. "Whew!" she said. "That was...That was something else."

"Feel better?"

"Yeah, actually, I do."

The door to the office suddenly opened and the real Steve Smith entered.

"Pony, you-" he began, before seeing the two of them - Pony in Frank's chair sitting with her legs parted in front of a kneeling robot Steve - looking at him like they'd been caught with their hands in the cookie jar.

Pony cleared her throat and asked, "What is it, Steve?" She zipped her fly and spun the chair around so her legs were under the desk. Putting his glasses back on, RoboSteve stood up and sat on the edge. His shirt was still unbuttoned. Things could have been worse. Steve could have walked in ten seconds earlier.

Steve didn't miss a beat.

"Pony, you gotta help me get this place back to normal, so I can just chill, and you can...you can..."

RoboSteve flopped down on the couch while Steve struggled to remember.

"Pass the test," Pony said.

"Pass the test. Of course, of course," Steve said. "Come on, please," he pleaded.

Pony sighed. "Fine, I'll help you."

"Thanks Pony, you're the best! Even if you _are_ fucking the other me."

Pony blushed. "But I-I'm not-"

"I saw you two through the window. You're pretty funny when you come. Now let's go to the library."

Steve left the room and Pony had no choice but to follow him.

"He's kinda right," RoboSteve said. "Your voice gets all shrill and you-"

"Okay, that's enough."

Pony closed her laptop and some pieces of tape fell off. She grabbed her coat and headed out the door.

"What, no blow job?" RoboSteve called after her. Pony ducked her head back into the office.

"Can you even _have_ an orgasm?"

RoboSteve shrugged. "Wanna find out?"

"No time. I gotta go help the real you save the school."

"Pfft. Suit yourself."

In the hall, once Pony had caught up to Steve, he asked her, "So how was I?"

"Ugh, can we not talk about this?"

"I'm just curious how my robot stacks up against the real thing."

"Well, I guess we'll never know."

"That's not what I'm asking." Steve grinned. "Out of all the orgasms you've ever had, rate it on a scale of one to ten."

"That's personal, Steve."

"Indulge me."

"Ugh, I guess..." She paused, thinking. "He did something for me that no other man could."

"That's not cryptic at all," Steve said sarcastically. By now they'd reached the exit to the history building and stopped walking so Pony could put her hat and gloves on. "What was it?" Pony stepped outside, resolutely silent; Steve followed her. "You're not gonna tell me?"

"His tongue."

"What about it?"

Pony grinned.

"It vibrates."

Steve gave her a look saying, _You've got to be kidding me._

"Yeah, I definitely can't compete with that."

Pony stuck her tongue out at him and laughed.

* * *

><p><em><strong>Additional Chapter Notes: <strong>_

_We discover Pony grew up in Detroit, Michigan in S2E2, "Is College Worth It?"_

_The real Steve's lines when he first catches them - asking Pony to help him so he can "just chill" - are actually taken from the episode._

_The chapter's title is a lyric from the song Where Life Begins by Madonna._


End file.
